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Pounder Venture Capital Corp. Announces Proposed Qualifying Transaction

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Pounder Venture Capital Corp. Announces Proposed Qualifying Transaction

NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRES

Toronto, Ontario CANADA, February 28, 2014 /FSC/ – Pounder Venture Capital Corp. (the “Corporation” or “Pounder”) (NEX: PDR.H), a capital pool company listed on the NEX board of the TSX Venture Exchange (the “Exchange” or “TSXV”) announces that it has entered into a farm-in agreement dated effective February [24], 2014 with Burgate Exploration & Production Ltd. (“Burgate”) to acquire a 90% participating interest in a license (the “License”) to explore for petroleum resources in the East Irish Sea, United Kingdom (the “Transaction”). Subject to the approval of the TSXV, the Transaction is expected to constitute the Qualifying Transaction (as such term is defined in the policies of the TSXV) of the Corporation.

About Burgate

Burgate is a private company existing under the laws of England and Wales and engaged in the business of oil and gas exploration.

License description

UK License P 2076, covering Block 113/27d is located in the East Irish Sea Basin, a region west of Britain proven to contain large reserves of oil and gas. The Block is on trend with the North and South Morecambe Bay gasfield, which had initial recoverable reserves in excess of 7 tcf (200 billion cubic meters) and which commenced production in 1985.

A well drilled in 1988 by Exxon, 113/27-2, tested gas at rates of up to 3.1 mmscf/d from the Permian Collyhurst sandstone and encountered good shows, with low test rates from the Triassic Ormskirk Sandstone, which is the reservoir in neighbouring fields. 3D seismic data, acquired in 2008 suggests prospective closures at both gas bearing intervals updip from the well. Gas quality is very good, with low proportions of inert gases, and the prospects are located close to export facilities. Re-evaluation of the seismic data is required to fully map the prospects.

The Corporation is retaining an independent consultant to prepare a National Instrument 51-101 compliant resource report on the property that is the subject of the License. The Corporation will provide further details via press release once the report is prepared.

The Transaction

Pursuant to the Transaction, it is intended that Burgate will assign and transfer a 90% participating interest to the Corporation in exchange for the Corporation financing 100% of the costs and expenditures of a committed work program on the License and paying to Burgate CDN$82,500, representing past costs incurred by Burgate in connection with the License. It is also intended that the Corporation and Burgate will enter into a joint venture agreement which shall set out the terms of the collaboration between the Corporation and Burgate with respect to the exploration, appraisal, development, operation and other activities arising out of, deriving from or in any way connected with the License. The parties shall form an operating management committee comprising of four members, with two representatives from each of the Corporation and Burgate

Upon completion and subject to TSXV approval, the Transaction will result in the listing of Pounder as a Tier 2 Oil and Gas Issuer on the Exchange.

The Transaction is an Arm’s Length Qualifying Transaction, as such term is defined under the policies of the Exchange, and as such, will not require approval from the shareholders of Pounder.

Offering

The Corporation intends to complete a private placement of Pounder common shares (the “Offering”) for gross proceeds of minimum $1,500,000. Proceeds of the Offering will be used for the recommended work program on the License, pay the costs associated with the Offering and for working capital and other corporate purposes. The Corporation will provide additional details on the Offering once available.

Material Conditions Precedent

The obligations of the Corporation and Burgate to complete the Transaction are subject to the satisfaction of customary conditions precedent including, but not limited to: (i) the receipt of all third party consents and necessary regulatory and TSXV approval; (ii) the receipt of all necessary shareholder and board of director approvals; (iii) completion of the Offering; (iv) satisfaction of all of the conditions and requirements of sponsorship to the sole satisfaction of the sponsor, (v) each party being satisfied with its due diligence review of the other; (vi) the absence of any material breach of the representations, warranties and covenants made by each party to the other; (vii) the entering into of a joint operating agreement between the parties; and (viii) other conditions which are customary for a transaction such as the Transaction.

Board of Directors and Management

Upon completion of the proposed Transaction, the directors and senior officers of the Corporation are anticipated to be as set forth below:

Dr. Kapo Simonian, President, and Director

Dr. Kapo Simonian has over 35 years of experience in several areas of the oil industry. Dr. Simonian received his Bachelor of Science and Ph.D. in geology in the United Kingdom in 1975 and also attended the corporate finance course at the London Business School. Dr. Simonian has been employed as a geologist in the Middle East, in Cyprus, Oman and Iran. In the 1980’s, Dr. Simonian established GAPS Geological Consultants Ltd., a London based company which employed 45 professionals and subsequently merged with Scott Pickford plc, a London Stock Exchange quoted geophysical consulting company. During his tenure at Scott Pickford plc, Dr. Simonian worked on developing energy projects in Poland and Ukraine. Dr. Simonian served as a main board director of Scott Pickford plc until its sale in early 1997. Dr. Simonian also established Simco Petroleum (Management) Ltd. in 1997, a boutique upstream advisory company, advising oil companies in the technical and commercial aspects of their acquisition and divestiture/farm-outs of their oil and gas licenses, as well as offering advice on business development and license management. Dr. Simonian has extensive experience supporting and building up junior oil and gas companies including those who have gone on to be sold to trade buyers (Scotsdale Petroleum, focused on the North Sea), have become listed on stock exchanges (Crown Energy AB, focused on Africa), and those that have acquired licenses through application and subsequently farmed out their exploration work commitments (Thombo Petroleum focused on South Africa).

Russ Guyatt, CEO and Director

Mr. Russ Guyatt is professional engineer with over 30 years’ experience. In 1984, Mr. Guyatt joined Ranger Oil, serving a number of reservoir, petroleum engineering and project management roles until its sale to CNR in 2000. This included responsibilities for the unique application of horizontal wells to tight gas sand development and FPSO development to a marginal field development offshore Angola and UK North Sea. Following said sale, Mr. Guyatt joined Pan-Ocean Energy Corporation Limited as Vice-President Engineering responsible for the development of the company’s Gabon assets, prior to Pan-Ocean sale to Addax. In 2006, Mr. Guyatt joined Equator Exploration Limited as VP Engineering responsible for the development of the company’s Nigerian assets including an offshore FPSO development. In 2008, Mr. Guyatt became an independent consultant working on a broad range of roles including project management, reserve auditing and new business development both in the United Kingdom and internationally.

D. Campbell Deacon, Director

Mr. Deacon has over 30 years’ experience in the investment banking industry and is currently the Chariman of Euro Pacific Canada Inc., a full service IRROC registered brokerage firm headquartered in Toronto with offices in Montreal, Vancouver and Tokyo. Mr. Deacon has been involved as a director and/or officer in a number of domestic and international public and private companies over the past 30 years, including UTS Energy Corporation, Scandinavian Minerals Limited and Deacon Barclays de Zoete Wedd Limited. Mr. Deacon is also currently a director of Longreach Oil and Gas Limited, a TSXV-listed company focused on Morocco. Mr. Deacon holds a Bachelor of Arts degree from the University of Guelph.

Tom Patterson, Director

Since August 1968, Mr. Patterson has owned and operated Spring Eagle Farms Inc. Spring Eagle Farms Inc. is a farming corporation that grows cash crops and provides arborist services through Eagle Ridge, a division of Spring Eagle Farms Inc. Mr. Patterson has been involved as a director and/or officer of a number of public and private international oil and gas companies over the past 30 years.

Steven Mintz, Director

Mr. Mintz is the former Chief Financial Officer and director of Carlisle Goldfields Limited, a Canadian-based gold exploration and development company. He has been a chartered accountant for 19 years. Since 2007, Mr. Mintz has been active as the President, Chief Financial Officer and a director of a private venture capital company.

Sponsorship

Sponsorship of the Transaction is required pursuant to Exchange Policy 2.2. The Corporation intends to retain a sponsor in due course or apply for an exemption from sponsorship. There is no guarantee that an exemption will be granted by the Exchange.

Trading Halt

Trading in Corporation’s shares on the Exchange is halted and will remain so until the documentation required by the Exchange has been reviewed and accepted by the Exchange.

Subject to satisfaction or waiver of the conditions precedent referred to herein and in the definitive agreement to be entered into by the parties, the Corporation anticipates the proposed Transaction and the Offering will be completed prior to May 31, 2014.

Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.

All information contained in this press release with respect to the Corporation and Burgate was supplied by Corporation and Burgate, respectively, for inclusion herein. Pounder and its directors and officers have relied exclusively on Burgate for any information concerning Burgate and the License.

ADVISORY: This press release may contain “forward-looking information” within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, included herein may be forward-looking information. Generally, forward-looking information may be identified by the use of forward-looking terminology such as “plans”, ” expects” or “does not expect”, “proposed”, “is expected”, “budgets”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases, or by the use of words or phrases which state that certain actions, events or results may, could, would, or might occur or be achieved. This forward-looking information reflects the Corporation’s current beliefs and is based on information currently available to the Corporation and on assumptions the Corporation believes are reasonable. These assumptions include, but are not limited to, management’s assumptions about the TSXV approval for the Transaction, closing of the Offering and closing of the Transaction announced above. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Corporation to be materially different from those expressed or implied by such forward-looking information. Such risks and other factors may include, but are not limited to: general business, economic, competitive, political and social uncertainties; commodity prices; delay or failure to receive board or regulatory approvals; changes in legislation, including environmental legislation, affecting the Corporation; timing and availability of external financing on acceptable terms. Although the Corporation has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking information. Readers are cautioned that the foregoing list of factors is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement.

The forward-looking statements contained in this press release represent the expectations of the Corporation as of the date of this press release and, accordingly, are subject to change after such date. However, the Corporation expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities law.

THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO SELL ANY OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED STATES. THESE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.

For further information, please contact:

Russ Guyatt

Russguyatt@pounderventure.com

+44 7776 135605

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

To view this press release as a PDF, please click on the following link:

http://www.usetdas.com/pr/pounder02282014.pdf

Source: Pounder Venture Capital Corp. (NEX – PDR.H)

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